Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(w), the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without the consent of the Administrative Agent so long as, (x) after giving effect thereto, no Market Value Event has occurred, no Default that would constitute an Event of Default under clause (a) or (d) of the definition thereof has occurred and is continuing and no Event of Default has occurred and is continuing and (y) the sale of such asset by the Company shall be on an arm’s-length basis at fair market value and in accordance with the Portfolio Manager’s standard market practices. In addition, within two (2) Business Days of any Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, the Company, subject to clauses (x) and (y) in the immediately preceding sentence, shall either (i) sell such Revolving Loan or Delayed Funding Term Loan and shall pay any amount payable in connection with such sale or (ii) deposit an amount equal to the Unfunded Exposure Amount with respect to such Portfolio Investment into the Unfunded Exposure Account or the Permitted Non-USD Currency Unfunded Exposure Accounts, as applicable (unless such amount has already been funded in connection with Section 2.03); provided that such two (2) Business Day period may be extended by up to eight (8) Business Days if within two (2) Business Days after such Revolving Loan or Delayed Funding Term Loan with an unfunded commitment becoming an Ineligible Investment, a senior officer of the Company proposes a plan to sell such Portfolio Investment that is reasonably satisfactory to the Administrative Agent. Notwithstanding anything in this Agreement to the contrary (but subject to this Section 1.04): (i) following the occurrence and during the continuance of an Event of Default, neither the Company nor the Portfolio Manager on its behalf shall have any right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Collateral Accounts) without the prior written consent of the Administrative Agent (which consent may be granted or withheld in the sole discretion of the Administrative Agent), ...
Sales of Portfolio Investments. The Company will not voluntarily sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), except that, subject to Section 6.02(w), (x) during the Reinvestment Period, the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without consent from, or prior notice to, the Administrative Agent so long as, immediately prior to such sale or other disposition and immediately after giving effect to such sale or disposition, the Asset Sale Conditions are satisfied and (y) after the Reinvestment Period, during each fiscal quarter the Company may, with two Business Days prior written notice to the Administrative Agent, sell up to two Portfolio Investments (including any Ineligible Investment) without consent from the Administrative Agent so long as immediately prior to such sale or other disposition and immediately after giving effect to such sale or disposition, the Asset Sale Conditions are satisfied (for the avoidance of doubt it being understood that other than the first two sale or other disposition transactions entered into in any fiscal quarter in accordance with this clause (y), all sales, transfers or other dispositions of any Portfolio Investment (or portion thereof) or other asset shall be subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)). “Asset Sale Conditions” means, with respect to any sale, transfer or other disposition of any Portfolio Investment or any other asset, conditions that shall be satisfied if immediately prior to and immediately after giving effect to such sale, transfer or other disposition all of the following conditions are satisfied: (a) no Event of Default shall have occurred and be continuing, (b) the Borrowing Base Test is satisfied and (c) each of the Concentration Limitations is satisfied or, if not satisfied prior to such sale, transfer or disposition (or commitment thereof), maintained or improved, after giving effect to any adjustment for Excess Concentration Amounts and (d) the sale of such asset by the Company shall either be (i) for an amount equal to par or (ii) on an arm's-length basis at fair market value and in accordance with the Servicer's standard market practices. Notwithstanding anything above that would otherwise prohibit the sale ...
Sales of Portfolio Investments. (a) The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Financing Providers), except that, subject to Section 6.03(r), the Company may (i) make Permitted Distributions permitted by Article VI, (ii) make transfers of assets on deposit in the Excluded Permitted Distribution Account, (iii) subject to clause (A)(x) and (y) below, sell any Portfolio Investment in connection with the exercise by Antares of its buyout rights in accordance with Annex A of the Relationship Agreement and (iv) sell any Portfolio Investment, Ineligible Investment, any portion of a Portfolio Investment constituting any Excess Concentration Amount or other asset (A) so long as such sale is on an arm's length basis at no less than fair market value and, after giving effect thereto, either (x) no Market Value Cure Failure shall have occurred and no Default or Event of Default shall have occurred and be continuing (or, in each case, would result from such sale) or (y) if a Market Value Cure Failure has occurred or a Default or Event of Default shall have occurred and be continuing, the LTV Ratio after giving effect to such sale is not greater than the LTV Ratio prior to such sale, provided that, notwithstanding the occurrence of any Market Value Cure Failure, Default or Event of Default, unless the Advances have been accelerated in accordance with this Agreement, the Company shall be permitted to consummate any such sale pursuant to a commitment to sell entered into or to which it is committed prior to the occurrence of such Market Value Cure Failure, Default or Event of Default in accordance with the requirements of this Agreement or (B) pursuant to an exercise of a purchase option contained in any of the underlying agreements with respect to a Portfolio Investment at or above the outstanding principal amount thereof, provided that in the case of any sale pursuant to this clause (iv), the Company shall provide to the Administrative Agent prompt written notice of such sale.
Sales of Portfolio Investments. The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Financing Providers), except that, (i) the Company may make Permitted Distributions in accordance with this Agreement and (ii) the Company (or the Investment Manager on its behalf) may, subject to the limitations set forth in Section 1.07 hereof and Section 5.01(n)(iii) of the Sale Agreement, sell any Portfolio Investment, Ineligible Investment or other asset so long as such sale is on an arm's length basis (other than with respect to Warranty Portfolio Investments) and in accordance with the Investment Manager's standard market practices and, after giving effect thereto, no Coverage Event has occurred and no Default or Event of Default has occurred and is continuing. The Company may sell any Warranty Portfolio Investments to the Parent pursuant to the terms of the Sale Agreement. Notwithstanding anything in this Agreement to the contrary: (i) following the occurrence and during the continuance of an Event of Default, the Company shall have no right to cause the sale, transfer or other disposition of a Portfolio Investment or any other asset (including, without limitation, the transfer of amounts on deposit in the Accounts) without the consent of the Administrative Agent, (ii) following the occurrence of a Coverage Event, the Company shall use commercially reasonable efforts to sell any or all of the Collateral (individually or in lots, including a lot comprised of all of the Portfolio Investments) at the sole direction of, and in the manner (including, without limitation, the time of sale, sale price, principal amount to be sold and purchaser) required by the Administrative Agent (provided that each such sale shall be made at the direction of the Required Financing Providers) at then-current fair market values and in accordance with the Administrative Agent's standard market practices, and the proceeds thereof shall be deposited into the CE Cure Account, (iii) following the occurrence of a Coverage Event, the Investment Manager shall have no right to act on behalf of, or otherwise direct, the Company, the Administrative Agent, the Collateral Agent or any other person in connection with a sale of Portfolio Investments pursuant to any provision of this Agreement and (iv) in connection with any Coverage Event Cure, the Company shall cause the Investment Manager t...
Sales of Portfolio Investments. The Company will not voluntarily sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), except that, subject to Section 6.02(w), (x) during the Reinvestment Period, the Company may sell any Portfolio Investment (including any Ineligible Investment) or other asset without consent from, or prior notice to, the Administrative Agent so long as, immediately prior to such sale or other disposition and immediately after giving effect to such sale or disposition, the Asset Sale Conditions are satisfied and (y) after the Reinvestment Period, during each fiscal quarter the Company may, with two Business Days - 36 -
Sales of Portfolio Investments. 26 SECTION 1.05. Certain Assumptions relating to Portfolio Investments.............................................. 28 SECTION 1.06. Valuation of Permitted Non-USD Currency Portfolio Investments........................... 29
Sales of Portfolio Investments. (a) The Company will not sell, transfer or otherwise dispose of any Portfolio Investment or any other asset without the prior consent of the Administrative Agent (acting at the direction of the Required Lenders), except that, subject to Section 6.02(hh), (i) the Company may make Permitted Distributions permitted by Article VI and (ii) the Company may sell any Portfolio Investment, Eligible Investment or other asset so long as such sale is on an arm’s length basis (other than any Permitted Affiliate Sale) and, after giving effect thereto, no Coverage Event (as defined in the Additional Terms Letter) has occurred (without giving effect to the time periods set forth in the definition thereof) and no Event of Default has occurred and is continuing and no breach of any regulation referred to in Section 6.01(d) shall result therefrom.
